RESCISSION OF STOCK PURCHASE AGREEMENT
RESCISSION
OF STOCK PURCHASE AGREEMENT, dated as of August 12, 2005
(the
"Original Agreement"), between Titan Global Holdings, Inc. (f/k/a Ventures
National Incorporated),
a corporation existing under the laws of the State of Utah (the "Purchaser"),
and Xxxxxxx
Equity Partners LLC, a Delaware limited liability company (the
"Seller").
WITNESSETH:
WHEREAS,
the Purchaser and the Seller entered into the Original Agreement on August
12, 2005 ("Original Closing Date"), pursuant to which the Seller sold 1,000
shares of common
stock, par value $0.01 (the "Shares"), of Oblio Telecom, Inc., a corporation
existing under
the
laws of the State of Delaware, in exchange for 66,000,000 shares of common
stock, par value
$.001 par value of the Purchaser;
WHEREAS,
due to mutual mistake concerning the effect arising from the Original
Agreement and the underlying transaction, the Seller,and the Purchaser wish
to
rescind the
Original Agreement, retroactive nunc pro tuns, and effective as of the Original
Closing Date;
WHEREAS,
the parties wish to be restored to the status quo ante and the relative
positions
that they would have occupied had no contract been made;
WHEREAS,
the parties wish to achieve this restoration within the taxable year of
the
transaction;
WHEREAS,
because the Seller does not wish to work a hardship on the shareholders of
the
Purchaser whom have contemplated that Purchaser has and will own 1,000 shares
of
Oblio Telecom, Inc.,
NOW,
THEREFORE, in consideration of these recitals, the Original Agreement
is
hereby
rescinded and abrogated. This Rescission shall be effected, on or before
December 31, 2005,
as
follows:
1.
Seller
shall return to Purchaser the subject 66,000,000 shares of Purchaser,
2.Purchaser
shall return to Seller the subject 1,000 shares of Oblio Telecom,
Inc.;
3.
Seller
shall make, for no consideration, a capital contribution to Purchaser of
the
subject 1,000 shares of Oblio Telecom, Inc;
4.
The
stock return and capital contribution reflected in 2. and 3. above may
occur
constructively.
Further
Assurances.
The
Seller and the Purchaser each agree to execute and deliver timely such other
documents
or agreements and to take such other action as may be reasonably necessary
or
desirable for the implementation of this Rescission and the consummation of
the
transactions contemplated
hereby.
Submission
to Jurisdiction; Consent to Service of Process.
The
parties hereto hereby irrevocably submit to the non-exclusive jurisdiction
of
any
federal or state court located within the State of Delaware over any dispute
arising out of or relating
to this Rescission or any of the transactions contemplated hereby and each
party
hereby irrevocably
agrees that all claims in respect of such dispute or any suit, action, or
proceeding related
thereto may be heard and determined in such courts. The parties hereby
irrevocably waive,
to
the fullest extent permitted by applicable Law, any objection that they may
now
or hereafter
have to the laying of venue of any such dispute brought in such court or any
defense of inconvenient forum for the maintenance of such dispute. Each of
the
parties hereto agrees that a judgment
in any such dispute may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.
Entire
Agreement; Amendments and Waivers.
This
Rescission (including the schedules and exhibits hereto) represents the entire
understanding
and agreement among the parties hereto with respect to the subject matter hereof
and
can
be amended, supplemented or changed, and any provision hereof can be waived,
only by written instrument making specific reference to this Rescission signed
by the party against whom enforcement of any such amendment, supplement,
modification or waiver is sought. No action taken
pursuant to this Rescission, including without limitation, any investigation
by
or on behalf of
any
party, shall be deemed to constitute a waiver by the party taking such action
of
compliance
with any representation, warranty, covenant, or agreement contained herein.
The
waiver
by
any party hereto of a breach of any provision of this Rescission shall not
operate or be construed
as a further or continuing waiver of such breach or as a waiver of any other
or
subsequent
breach. No failure on the part of any party to exercise, and no delay in
exercising, any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial
exercise of such right, power or remedy by such party preclude any other or
further exercise
thereof or the exercise of any other right, power, or remedy. All remedies
hereunder are cumulative
and are not exclusive of any other remedies provided by law.
Governing
Law.
This
Rescission shall be governed by and construed in accordance with the laws
of
the
State of Delaware.
Severability.
If
any
provision of this Rescission is invalid or unenforceable, the balance of this
Rescission
shall remain in effect.
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Binding
Effect; Assignment.
This
Rescission shall be binding upon and inure to the benefit of the parties and
their
respective successors and permitted assigns. Nothing in this Rescission shall
create or be deemed
to
create any third party beneficiary rights in any person or entity not a party
to
this Rescission
except as provided below. No
assignment of this Rescission or of any rights or obligations
hereunder may be made by either the Seller or the Purchaser (by operation of
law
or otherwise)
without the prior written consent of the other parties hereto and any attempted
assignment
without the required consents shall be void.
| TITAN GLOBAL HOLDINGS, INC. | ||
| |
|
|
| Date: 12/30/05 | By: | /s/ Xxxxx Xxxxx, |
|
Xxxxx Xxxxx |
||
| Chairman | ||
| XXXXXXX EQUITY PARTNERS LLC. | ||
| |
|
|
| Date: 12/30/05 | By: | /s/ Xxxxx Xxxxx, |
|
Xxxxx Xxxxx, |
||
| Managing Member | ||
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